UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
Securities Exchange Act of 1934
Release No. 39146 / September 29, 1997
Investment Advisers Act of 1940
Release No. 1674 / September 29, 1997
Administrative Proceeding
File No. 3-9449
:
In the Matter of : ORDER INSTITUTING PUBLIC
: ADMINISTRATIVE PROCEEDINGS
: PURSUANT TO SECTION 203(f) OF
Mark S. Chanko : THE INVESTMENT ADVISERS ACT OF
: 1940 AND CEASE-AND-DESIST
: PROCEEDINGS PURSUANT TO SECTION
Respondent. : 21C OF THE SECURITIES EXCHANGE
: ACT OF 1934, MAKING FINDINGS,
: AND IMPOSING SANCTIONS
:
I.
The Commission deems it appropriate and in the public interest
that public administrative proceedings and cease-and desist proceedings be,
and they hereby are, instituted pursuant to Section 21C of the Securities
Exchange Act of 1934 ("Exchange Act") and Section 203(f) of the Investment
Advisers Act of 1940 ("Advisers Act") to determine whether Mark S. Chanko
("Chanko") violated Section 16(a) of the Exchange Act, and Rules 16a-2 and
16a-3 thereunder.
II.
In anticipation of the institution of these administrative proceedings
and cease-and desist proceedings, Chanko has submitted an Offer of
Settlement which the Commission has determined to accept. Solely for the
purpose of these proceedings and any other proceeding brought by or on
behalf of the Commission or to which the Commission is a party, Chanko,
without admitting or denying the findings, consents to the issuance of this
Order Instituting Public Administrative Proceedings Pursuant to Section
203(f) of the Investment Advisers Act of 1940 and Cease-and-Desist
Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934,
Making Findings and Imposing Sanctions ("Order") and to the entry of the
findings and the imposition of the sanctions set forth below.
III.
On the basis of this Order and Respondent's Offer, the Commission
finds the following:
1. FACTS
A. Standard Motor Products, Inc. ("SMP"), a New York
corporation headquartered in Long Island City, New York, is a manufacturer
of automotive replacement parts. SMP's common stock has been registered
with the Commission pursuant to Section 12(b) of the Exchange Act since at
least March 1982 and is traded on the New York Stock Exchange.
B. Chanko was Vice President of Finance, Treasurer, and Chief
Financial Officer of SMP from September 1986 until July 8, 1993, when he
retired from SMP.
C. Marchan Capital Management ("MCM"), has been registered
with the Commission as an investment adviser pursuant to Section 203(c) of
the Advisers Act since September 1992. Chanko is the president and sole
proprietor of MCM.
D. Between September 1992 and August 1993, Chanko purchased and
sold SMP common stock, for his own benefit, through the brokerage accounts
of a client of MCM's, who was also a close personal friend.
E. Chanko failed to file ten Forms 4 and two Forms 5 reflecting
the changes in his beneficial ownership of SMP common stock as a result of
the transactions referred to in Paragraph III. 1. D. above.
F. Between August 1993 and November 1993, Chanko purchased and
sold SMP securities in his own brokerage account. These transactions
occurred within six months of the last purchase or sale of SMP common stock
that Chanko made while he was an officer of SMP.
G. Chanko failed to file three Forms 4 with respect to the
transactions referred to in Paragraph III. 1. F. above.
H. Based on the foregoing, the Commission finds that Chanko
willfully violated Section 16(a) of the Exchange Act and Rules 16a-2 and
16a-3 promulgated thereunder.
IV.
In view of the foregoing, the Commission finds that it is appropriate
and in the public interest to impose the sanctions set forth in the Offer
submitted by Chanko.
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Accordingly, IT IS HEREBY ORDERED that:
A. Pursuant to Section 21C of the Exchange Act, Chanko shall,
effective immediately, cease and desist from committing or causing any
violation, and any future violation, of Section 16(a) of the Exchange Act
and Rules 16a-2 and 16a-3 thereunder;
B. Pursuant to Section 203(i) of the Advisers Act, Chanko pay,
within ten business days of the date of this Order, to the United States
Treasury a civil penalty in the amount of $50,000. Such payment shall be:
(1) made by United States postal money order, certified check, bank
cashier's check or bank money order; (2) made payable to the Securities
and Exchange Commission; (3) delivered to the Jonathan G. Katz, Office of
the Secretary, Securities and Exchange Commission, 450 5th Street, N.W.,
Washington, DC 20549; and (4) submitted under cover letter which identifies
Chanko as the Respondent in these proceedings and the file number of these
proceedings, a copy of which cover letter and money order or check shall be
sent to Rhonda L. Jung, Staff Attorney, Northeast Regional Office,
Securities and Exchange Commission, 7 World Trade Center, 13th Floor, New
York, NY 10048;
C. Pursuant to Section 203(f) of the Advisers Act, Chanko be,
effective immediately, censured.
D. Pursuant to Section 21C of the Exchange Act, Chanko shall
file the delinquent Forms 4 and 5 within thirty (30) days of the date of
this Order.
E. Chanko shall provide notice disclosing the material terms of
this Order, in a form acceptable to the staff of the Commission, to all of
his current advisory clients, within thirty (30) days of the date of this
Order. Within forty-five (45) days of the date of this Order, Chanko shall
submit an affidavit to the staff of the Commission certifying his
compliance with this Paragraph IV. E.
F. Chanko shall provide notice disclosing the material terms of
this Order, for a period of one (1) year from the date of this Order, in a
form acceptable to the staff of the Commission, to all of his prospective
advisory clients, not less than twenty-four (24) hours prior to the
execution of any orders for the purchase or sale of securities on behalf of
the prospective advisory clients. Within one (1) year and thirty (30) days
of the date of this Order, Chanko shall submit an affidavit to the staff of
the Commission certifying Chanko's compliance with this Paragraph IV. F.
By the Commission.
Jonathan G. Katz
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Secretary